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CG VAK Software & Exports Ltd Auditors Report.

To the Members of CG-VAK Software and Exports Limited

Report on the Standalone Financial Statements

Opinion

We have audited the Standalone Ind-AS Financial Statements of CG-VAK Software and
Exports Limited ("the Company"), which comprise the Standalone Balance Sheet
as at 31st March 2019, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and Standalone
Statement of Cash Flows for the year then ended and notes to the Standalone Financial
Statements, including a summary of significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Standalone Financial Statements give the information required
by the Companies Act,2013 ("the Act") in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2019, the Profit and Total
comprehensive income, changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditors Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the Standalone Financial Statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Emphasis of Matters

We draw attention to the following matters in the Notes forming part of the Standalone
Financial Statements :

a. Note Nos.23 A (i) and 23-A (ii) to the Standalone Financial Statements regarding non
provision of gratuity which describes the uncertainty relating to the outcome of the law
suits filed against the company by a former director and his relatives.

b. Note No.23-A (iii) to the Standalone Financial Statements regarding the claim on
non- payment of fixed deposit by the company before the Madras High Court which describes
the uncertainty relating to the outcome of the law suits filed against the company by a
former director and his relatives.

c. Note No.23-A (v) to the Standalone Financial Statements regarding cases filed by the
Registrar of Companies, Coimbatore against the company with the Additional Sessions Judge,
Coimbatore, pursuant to inspection carried out in 2012. Our opinion is not modified in
respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have no key audit matters to communicate in our report.

Other Information

The Companys Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance and Shareholders Information, but does not
include the Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information
and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Act with respect to the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Standalone Financial Statements that give a true and
fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management and Board of Directors are
responsible for assessing the Companys ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial
reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone
Financial Statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on
the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the Standalone
Financial Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

 Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of
such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the Standalone Financial Statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

 Evaluate the overall presentation, structure and content of the Standalone
Financial Statements, including the disclosures, and whether the Standalone Financial
Statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters. We describe these matters
in our auditors report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order"),
issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of
the Companies Act, 2013, we give in the Annexure "A" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.

A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.

c. The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including
Other Comprehensive Income, Standalone Statement of Changes in Equity and the Standalone
Statement of Cash Flow dealt with by this Report are in agreement with the books of
account.

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st
March, 2019 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2019 from being appointed as a director in terms of Section
164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report in Annexure " B". Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Companys internal financial controls over
financial reporting.

B. With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at 31st March 2019 on
its financial position in the Standalone Financial Statements Refer note 23

ii. The Company did not have any material long-term contracts including derivative
contracts for which there were any material foreseeable losses during the year ended 31st
March, 2019.

iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.

C. With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of Section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its Directors during the year is in
accordance with the provisions of Section 197 of the Act and is within the limit specified
under the said Section.

For M/s. N.C.Rajan & Co

Chartered Accountants

Regn.No.003426S

V.Gopalakrishnan

Place : Coimbatore

Partner

Date : 24 May, 2019 th

M.No.202480

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT (Referred to in Paragraph 1
of Report on Other Legal and Regulatory Requirements)

According to the information and explanations sought by us and given by the Company and
the books and records examined by us during the course of our Audit and to the best of our
knowledge and belief we report the following:

(I) In respect of the Companys fixed assets

(a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets

(b) The fixed assets have been physically verified in a phased periodical manner, by
the management, which in our opinion is reasonable having regard to the size of the
Company and the nature of its assets. According to the information and explanations given
to us, no material discrepancies have been noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the title deeds of all the immovable properties
are held in the name of the Company as at the Balance Sheet date.

(ii) The Company is a service company, primarily rendering software services.
Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order
is not applicable to the Company.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms,
limited liability partnerships or other parties covered in the register maintained under
Section 189 of the Act.

(iv) The company has not advanced any loans, made any investments in subsidiaries
during the year, provided any guarantee or security in connection with a loan to any other
body corporate or person.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under
section 148(1) of the Act, for any of the services rendered by the Company.

(vii) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, amounts deducted/ accrued in the books of
account in respect of undisputed statutory dues including provident fund, income-tax,
sales tax, value added tax, duty of customs, service tax, cess, GST and other material
statutory dues have been regularly deposited during the year by the Company with the
appropriate authorities. As explained to us, the Company did not have any dues on account
of employees state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, income tax, sales tax, value added tax, duty of
customs, service tax, cess and other material statutory dues were in arrears as at 31
March 2018 for a period of more than six months from the date they became payable.

(viii) The Company has not defaulted in the repayment of dues to banks. The Company has
not borrowed from financial institutions or Government and has not issued any debentures
till date.

(ix) According to the information and explanations given to us, the Company did not
raise any money by way of initial public offer or further public offer or availed any term
loans during the year. The loan already availed have been applied for the purpose for
which loans were obtained.

(x) According to the information and explanations given to us, no material fraud by the
Company or on the Company by its officers or employees has been noticed or reported during
the year.

(xi) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has paid/provided for managerial
remuneration in accordance with the requisite approvals mandated by the provisions of
section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is
not applicable.

(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, the transactions with the related parties are
in compliance with Sections 177 and 188 of the Act and details of such transactions have
been disclosed in the Standalone Financial Statements as required by the applicable
accounting standards.

(xiv) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not made any preferential
allotment or private placement of shares or issued any fully or partly convertible
debentures during the year.

(xv) According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act 1934.

For M/s. N.C.Rajan & Co

Chartered Accountants

Regn.No.003426S

V.Gopalakrishnan

Place : Coimbatore

Partner

Date : 24 May, 2019 th

M.No.202480

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT (Referred to in Paragraph
1(A)(f) of Report on Other Legal and Regulatory Requirements)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Sub- Section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of CG-VAK
Software and Exports Limited ("the Company") as of March 31, 2019 in conjunction
with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining
Internal financial controls based on the internal control over financial reporting
criteria established by the Company considering the essential components of internal
control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to respective companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls over
financial reporting of the Company based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants
of India and the Standards on Auditing prescribed under Section 143(10) of the Companies
Act, 2013, to the extent applicable to an audit of internal financial controls. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting was established and maintained and if such
controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditors judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or
error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to
provide a basis for our audit opinion on the internal financial controls system over
financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A Companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

A Companys internal financial control over financial reporting includes those policies
and procedures that

I. Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the Company;

ii. Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and Directors of the Company; and

iii. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Companys assets that could have a
material effect on the financial statements.

Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2019, based on the internal control
over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of
India.

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